Bill of Lading and Seaway Bill terms & conditions
- 1. Definitions
- 2. Clause Paramount
- 3. Subcontracting: Himalaya Clause
- 4. Responsibility for loss or damage
- 5. Route of Transport ; Transshipment; Forwarding
- 6. Liberties; Contingencies; Government Order
- 7. Receipt of Goods
- 8. Loading
- 9. Stowage under and on deck
- 10. Discharge and Delivery
- 11. Dangerous Goods, Contraband and Anti-Drug
- 12. Valuable Goods
- 13. Live animals and plants
- 14. Freight and charges
- 15. Lien on Goods
- 16. Fire
- 17. General average; New Jason Clause
- 18. Both to blame collision
- 19. Notice of claim and time for suit against carrier
- 20. Limit of liability
- 21. Governing law and jurisdiction
- 22. Supersending Clause
- 23. Severability of terms
(A) “Carrier” means EUKOR Car Carriers Inc., vessels used in the carriage, their owners and operators.
(B) “Bill of Lading” means the contract of carriage for the Goods made between the Carrier and the Merchant including transshipment in between ports or places as indicated on its face.
(C) “Port-to-Port Transportation” means that carriage of the Goods undertaken only from the Port of Loading to the Port of Discharge or such other port selected as per provisions in this Bill of Lading by sea, including transshipment in-between the ports.
(D) “Multimodal Transportation” means that carriage of the Goods undertaken from Place of Receipt to the Place of Delivery by at least two different modes of transport as indicated on the face of this Bill of Lading.
(E) “Merchant” includes the shipper, the consignor, the notify party, the consignee, the owner, and the receiver of the Goods, and the holder of this Bill of Lading, all of whom shall be jointly and severally liable to the Carrier for payment of freight and/or any charges, wholly or partly, under this Bill of Lading and the Charter Party described on its face.
(F) “Goods” mean the cargo described on the face of this Bill of Lading and, if the cargo is in a container which has not been supplied or furnished by or on behalf of the Carrier, includes the container as well.
(G) “Vessel” includes the vessel described on the face of this Bill of Lading and any ship, barge, feeder vessel or other means of transport that is substituted, in whole or in part, for that vessel.
(H) “Package” means the single largest means used to prepare cargo for transportation, including but not limited to a skid, pallet, container, van, trailer, carton or similar unit of any description, but not Goods shipped in bulk.
(I) “Subcontractors” includes, whether person or corporation, stevedores, longshoremen, lighterers, terminal and groupage operators, warehouse men, road and rail transport operators, agents, any independent contractors, and all others, who were employed directly or indirectly by the Carrier for performance of any part of the Carriage under this Bill of Lading. It also includes without limitation owners, operators, and charterers (time, voyage, or slot) of the Vessels, other than the
Carrier, and the Subcontractors’ Subcontractors.
(A) The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 24 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Bill of Lading. When the Hague-Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments. Where there is no such enactment of the Hague-Visby Rules in either the country of shipment or destination, the Hague-Visby Rules shall apply to this Bill of Lading. The Protocol signed at Brussels on 21 December 1979 (“the SDR Protocol 1979”) shall apply where the Hague-Visby Rules apply compulsorily or by this Bill of Lading.”
(B) If the carriage covered by this Bill of Lading is to or from any port of the United States in foreign trade, or if United States law is otherwise compulsorily applicable, then carriage shall be subject to the provisions of the United States Carriage of Goods by Sea Act, 1936, 46 U.S.C. sec.1300-1315 as amended (“U.S.COGSA”), the terms of which shall be considered incorporated herein, and the provisions of U.S. COGSA shall (except as otherwise provided in this Bill of Lading) govern throughout the time when the Goods are in the custody of the Carrier.
(C) The aforesaid rule(s) or laws, when applicable as per this Article, are considered fully incorporated as if the same were specifically set out in this Bill of Lading.
The Carrier shall be entitled to the full benefit of all privileges, rights and immunities contained in such applicable rules or laws.
(D) If anything contained in this Bill of Lading be unacceptable by the said applicable rules or laws, it shall be null and void only to the extent of such inconsistency and no further.
(A) The Carrier shall be entitled to subcontract directly or indirectly on any terms the whole or any part of the handling, storage, or carriage of the Goods and any duties whatsoever undertaken by the Carrier in relation to the Goods.
(B) The Merchant warrants that no claim shall be made against any of the Subcontractors, except the Carrier, which imposes or attempts to impose upon any of them or any vessel owned or operated by any of them any liability in connection with the Goods. If any claim should nevertheless be made, the Merchant shall indemnify the Carrier against all consequences of claims by any Subcontractor against the Carrier relating to the Merchant’s claim against the Subcontractor.
(C) Without prejudice to the foregoing, any claim being lodged against any of the Subcontractors, whether in tort or others, every such Subcontractor shall have the full benefit of all provisions in this Bill of Lading as if they were expressly for the Subcontractor’s benefit.
(D) For the purpose of this Article, the Carrier shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all Subcontractors, and Subcontractors shall to this extent be deemed to be parties to this Bill of Lading
(A) Insofar this Bill of Lading is used for Port-to-Port Transportation of the Goods:
(1) The Carrier shall be responsible for the Goods only from loading of the Goods at the Port of Loading to discharge of the Goods at the Port of Discharge or such other port selected as per provisions in this Bill of Lading. If the Merchant establishes that the Carrier is liable for loss or damage before loading or after discharge of the Goods, the Carrier shall be entitled to the full benefit of all the applicable provisions in this Bill of Lading and other rules and laws incorporated therein.
(2) The Carrier’s arrangement, if any, for pre-carriage or on-carriage of the Goods, storage or handling before loading or after discharge, is made only as the Merchant’s agent at the risk and expenses of the Merchant and the Carrier assumes no liability therefor.
(B) Insofar this Bill of Lading is used for “Multimodal Transportation” of the Goods:
(1) The Carrier shall be responsible for the Goods from the time when the Goods are in the complete custody of the Carrier at the Place of Receipt until the Goods are, or are deemed to be, delivered at the Place of Delivery pursuant to this Bill of Lading, and the Carrier shall not be liable for any loss or damage caused while the Goods are not in its custody.
(2) The Carrier’s liability for all modes of transportation and storage shall be subject to all provisions in this Bill of Lading, including Articles 2 & 20, etc., and the Carrier shall have the full benefit of all the applicable provisions in this Bill of Lading and other rules and laws incorporated therein.
(3) Where it is forbidden by law to extend Hague-Visby/COGSA legislation to the inland part of the Multimodal Transportation contract, the law compulsorily applicable to such inland stage shall apply to only the portion of the carriage but not further.
(C) The Carrier does not undertake that the Goods will arrive at the Port of Discharge or the Place of Delivery at any particular time or in time to meet any particular market or use, and the Carrier shall not be liable for any direct or indirect loss or damage from delay. Nonetheless, if the Merchant establishes that the Carrier shall be liable for damages attributable to delay, the Carrier’s liability for the damages shall be limited to the amount equivalent to the freight for the delayed Goods payable by the same Merchant under the Bill of Lading.
(D) As for loss or damage caused during handling, storage or carriage of Goods by the Carrier’s Subcontractor, the Carrier’s liability shall also be limited to the extent to which such Subcontractor would have been liable to the Merchant if it had made a direct and separate contract with the Merchant in respect of such handling, storage or carriage.
(E) Neither the Carrier nor the Vessel shall be responsible for any loss, damage or delay, directly or indirectly caused by or arising from strikes, lock-outs, labor disturbances, trade disputes or anything done in contemplation of furtherance thereof whether the Carrier and/or the Merchant are parties thereto or not.
(F) The aggregate liability of the Carrier shall be always subject to Article 20 and shall in no event exceed the limits of liability for total loss of the Goods.
(A) At the Carrier’s discretion and without notice to the Merchant, the Goods may be carried as a single shipment or as several shipments, by the Vessel named in this Bill of Lading or by other Vessels or any other means of transport by land, water, or air with different schedule from the Vessel, whether or not owned or operated by the Carrier, and by any route, at its absolute discretion, whether or not such route is the direct, advertised, or customary route.
(B) The Carrier may discharge the Goods or any part of them at any port or place for transshipment, store them afloat or ashore, and forward them by any means of transport.
(C) The Vessel shall have liberty to call at any port or place, whether in or out of the direct advertised, or customary route, once or more often and in any order, and to omit calling at any port or place, whether scheduled or not.
(D) If the Goods are miscarried or missing at the Port of Discharge or Place of Delivery but are found later, they will be forwarded by the Carrier to their intended Port of Discharge or Place of Delivery, but the Carrier shall not be liable for any loss, damage, delay, or depreciation arising from such forwarding.
(E) The Carrier and the Vessel shall have liberty, either with or without the Goods on board and either before or after proceeding toward the Port of Discharge, to adjust compasses and other navigational instruments, make trial trips or tests, drydock, go to repair yards, shift berths, take on fuel or stores at any port, embark or disembark any person, carry contraband, explosives, munitions, and hazardous cargo, sail with or without pilots, tow or be towed, and save or attempt to save life or property.
(F) Actions which the Carrier has taken under this Article shall be deemed to be included within the contractual carriage and such actions, or consequences resulting
therefrom, shall be considered neither a deviation nor a breach of Carrier’s obligation under this Bill of Lading. Should the Carrier be held liable in respect of such action, the Carrier shall be entitled to the full benefit of all limitations of liability, rights, and immunities contained in this Bill of Lading.
(A) In any situation, whether or not existing or anticipated at or before the commencement of the carriage, which in the judgment of the Carrier (including but not limited to the Master and any person charged with the carriage or safekeeping of the Goods) has given or is likely to give rise to danger, injury, loss or delay to the Vessel, any person, the Goods or any property, or has made or is likely to make it unsafe, impracticable, unlawful or against the interest of the Carrier or the Merchant to commence or continue the carriage, to discharge the Goods at the Port of Discharge or to deliver the Goods at the Place of Delivery, the Carrier shall be entitled to exercise any or all of the below-mentioned rights in this Article, at any time, without being held liable for such action and with being entitled to full freight on the Goods, at the risk and expense of the Merchant.
(1) To cancel the contract of carriage under this Bill of Lading or to abandon the carriage under this Bill of Lading, in whole or in part, without compensation and to require the Merchant to take custody of the Goods and, upon his failure to do so, to unpack the containers and to store at a place selected by the Carrier, or dispose of, the Goods in any manner as the Carrier considers advisable; and/or
(2) To carry the Goods to the contracted Port of Discharge or Place of Delivery, whichever is applicable, by any route whether direct, agreed or customary, including any transshipment, or to any other port which the Carrier or the Master of the Vessel at its discretion may select and there discharge the Goods; and/or
(3) To suspend the carriage of the Goods and store them ashore or afloat and to endeavor to forward them but always without guarantee on the maximum period of such suspension; and/or
(4) To abandon the Carriage of the Goods, in whole or part, at any time, and place them at the Merchant’s disposal at any place or port which the Carrier may deem safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall cease.
(B) The situation of the subpart (A) also includes but is not limited to those caused by or from:
(1) any war, war-like operation, hostilities, riots, civil commotions, or other disturbances;
(2) closure of, obstacle in, or danger to any port or seaway;
(3) congestion of port or at sea terminal or similar place;
(4) bad weather, shallow water, ice, landslip, earthquake, or other natural disasters or effects or other obstacles to navigation or carriage;
(5) quarantine, sanitary, or other similar regulations or restrictions;
(6) actual or threatening epidemics or diseases;
(7) strikes, lockouts, interdict, or other labor troubles whether partial or general and whether or not involving employees of the Carrier or its Subcontractors;
(8) shortage, absence, or obstacles of labor or facilities for loading, discharge, delivery, or other handling of the Goods;
(9) blockage, prohibition, or restriction on commerce or trading; and any other situation, whether existing, contemplated or doubtful, deterring the Vessel from reaching, entering, leaving any Port of Loading or Discharge safely without delay or detention.
(C) If, after any action taken according to the above, the Carrier makes arrangements to store, transship, or forward the Goods, it shall do so only as agent for and at the risk and expense of the Merchant, without any liability in respect of such agency.
(D) The Carrier shall have liberty to comply with any orders, directions or recommendations as to loading, departure, arrival, routes, ports of call, stoppages, discharge, destination, delivery or otherwise howsoever given by any person acting or purporting to act with the authority of any government, international organization or any department thereof, or by any committee or person having, or purporting to have, under the terms of the insurance on the Vessel, the right to give such orders, directions or recommendations. If by reason of, or in compliance with, any such orders, directions or recommendations the Carrier shall be entitled to exercise any or all of the rights in this Article at any time.
(E) The discharge of the Goods and/or their delivery or other disposition pursuant to any provision of this Article shall constitute complete delivery and performance under this Bill of Lading and the Carrier shall be released from any further responsibility.
(F) Actions the Carrier takes under this Article shall be deemed to be included within the contractual carriage under this Bill of Lading and such actions or consequences resulting therefrom shall be considered neither a deviation nor a breach of the Carrier’s obligation under this Bill of Lading. Should the Carrier be held liable in respect of such action, the Carrier shall be entitled to the full benefit of all limitations of liability, rights, and immunities contained in this Bill of Lading and other rules and laws incorporated therein.
(G) Any additional freight or charges from the actions taken under this Article shall be for the account of the Merchant and the Carrier shall have a lien on the Goods for such additional freight or charges aforesaid.
The Carrier received the cargo as per the following condition and terms as well as other terms applicable under this Bill of Lading.
(A) The Carrier received the Goods in “external apparent good order and condition”. The term “external apparent good order and condition” when used in this Bill of Lading only means that the Goods when received had no distinctly and easily noticeable defect when observed from the Goods’ external appearance without close examination or inspection, and it does not mean the Goods were free from scratches, nicks, cuts, dents, bends, rust or moisture, dust, stains, soot, any other contaminants or substances, discoloration, shakes, holes, warps, chafage, breakage, or splitting.
If the Merchant so requests, a substitute Bill of Lading will be issued setting forth any notations as to the foregoing that may appear on the mate’s or tally clerk’s receipts or similar document.
(B) The Merchant warrants to the Carrier:
(1) that the descriptions of particulars that he furnishes are accurate and that any description on the face of this Bill of Lading of marks, quality, quantity, weight, measure, nature, value, or any other particulars of the Goods is as furnished and declared;
(2) that the marks on the Goods, packages, and containers correspond to the marks shown on this Bill of Lading and as furnished and declared;
(3) that the Goods in all respects comply with all laws and regulations in force at the Port of Discharge and the Place of Delivery;
(4) that, when the Goods are composed of pieces or bundles, each piece and bundle is distinctly and durably marked and each bundle is securely fastened and tagged so that each piece and bundle can be distinguished at the Port of Discharge and the Place of Delivery; and,
(5) that, as for oil or liquids carried in bulk, the Goods are safely packed and sealed without any risk of leaks or spillage, at the risk and expense of the Merchant.
(C) The Carrier shall not be responsible for the accuracy of any such description on the Goods or in this Bill of Lading and it is not bound thereby. The Carrier shall not be responsible for any non- compliance in documents or the Goods with the laws or regulations at the Port of Discharge or the Place of Delivery.
(D) The Carrier shall not be liable for any failure of delivery and losses of or damage to the Goods due to any non-compliance with laws or regulations or any breach of the terms & conditions in this Article, unless the Merchant proves it to be due to negligence, fault, or failure the Carrier.
(E) For safety of the vessel, her crew and other cargoes, if the Carrier takes any action, at its absolute discretion, to repack, re-group, or re-sort the Goods it will be done at the risk and expenses of the Merchant without any liability of the Carrier.
(F) The Merchant shall indemnify the Carrier against all loss, damage, penalties or expenses resulting from inaccuracy or incompleteness of the marks or noncompliance with laws or regulations.
(A) Loading shall take place as fast as the Vessel is able to load, by day and-if required by the Carrier-also by night, Sundays and holidays. Any quotation on the (possible) date of loading by the Carrier or its agent is always subject to change as per the Vessel’s schedule and the Carrier does not warrant that the Goods will be loaded on to the any particular ship and/or on any specific date.
(B) If Goods contracted for shipment are not available when the Vessel is ready to load, the Carrier is relieved of any obligation to load such Goods, and the Vessel may leave the port without further notice and dead freight is to be paid.
(A) Goods stowed in poop, forecastle, deck house, shelter deck, passenger space, or any other covered-in space, or stowed in a container wherever placed, shall be deemed to be stowed under deck for all purposes including general average.
(B) Lumber, earth moving equipment, and all other Goods customarily or reasonably carried on deck may at the Carrier’s option be carried on deck without notice to the Merchant and without liability of the Carrier for the risks inherent in or incident to such carriage. When such Goods are carried on deck the Carrier shall not be required to mark any statement of “on deck stowage” on the face of this Bill of Lading notwithstanding any custom to the contrary. Such on deck carriage shall not be considered a deviation.
(C) In respect of Goods carried on deck and stated on this Bill of Lading to be so carried, all risks of loss or damage from perils inherent in or incident to the custody or carriage of such Goods on deck shall be borne by the Merchant, and the Carrier shall not be liable for loss of or damage to such Goods unless the Merchant proves that the damage resulted from an act or omission of the Carrier done with intent to cause damage, or recklessly and with knowledge that damage would probably result. The Merchant shall indemnify the Carrier against any loss, damage, liability and/or extra expenses resulting from such carriage.
(D) Notwithstanding any provision in this Article, the Carrier will always have the full benefit of all the applicable provisions in this Bill of Lading and other rules and laws incorporated therein, regardless of where it is carried.
(A) The Carrier shall have the right to deliver the Goods at any time at the Port of Discharge or the Place of Delivery as shown on the face of this Bill of Lading, or any port or place if the Carrier exercises its rights as per any or all provisions in this Bill of Lading.
(B) Delivery is deemed to takes place upon discharge of the Goods from the last means of the transport by the Carrier or its sub-contractors at such port or place as indicated in the sub-section (A). Upon discharge as above, the Merchant shall be deemed to have the complete custody of the Goods.
(C) If the Merchant fails to take delivery of the Goods within 5 days, unless a shorter period is allowed at the port or place by any custom or law, the Carrier shall be entitled, without notice, to enter or unpack the Goods, to land and store them ashore, afloat, in the open or under the cover, or to appoint any person for reception of the Goods as the Merchant’s representative, or to sell, destroy, dispose of them, at the sole risk and expense of the Merchant.
(D) If the Merchant fails to take delivery of the Goods, missing or miscarried, within 30 days after discharge of the Goods as indicated in the sub-section (A), the Carrier shall have no liability or obligation in respect of the Goods including any loss or damage to the Goods, and shall be entitled to sell them with or without legal authority.
(E) If the Carrier for its convenience has stuffed the Goods into a container, the Carrier shall not be required to deliver the Goods in the container. At the Carrier’s discretion and subject to prior arrangement with the Merchant, the Goods may be delivered to the Merchant in the container and, with its seal intact, the Carrier shall not be responsible for any loss of or damage to Goods within the container.
(F) In any case, the Carrier’s responsibility shall cease upon delivery to the Merchant, its agent or subcontractors, or any others according to the law at such port or such place as indicated in this Article. The discharge and storage or any other disposition of the Goods, pursuant to any provision of this Article, shall constitute complete delivery and performance under this Bill of Lading and the Carrier shall be released from any further liability in respect of the Goods forever.
(A) The Carrier may carry Goods of an explosive, inflammable, radioactive, corrosive, damaging, poisonous, or dangerous nature only if the Carrier approves a written application by the Merchant prior to the carriage of such Goods. Such application must accurately state the name, nature, classification, the extent of danger of the Goods as well as any specific caution in handling and storage and the method of rendering them innocuous, together with the full names and addresses of the shipper and the consignee.
(B) The Merchant shall distinctly and permanently mark the nature and danger of such Goods on the outside of the package or container containing the Goods.
(C) The Merchant shall submit all documents or certificates in connection with such Goods required by any applicable statute or regulation, or by the Carrier.
(D) The Carrier shall be entitled to have such Goods rendered innocuous, thrown overboard, discharged or otherwise disposed of, at the Carrier’s absolute discretion and without compensation to the Merchant whenever:
(1) it is discovered that the Goods are not in compliance with the subparts (A), (B), or (C) of this Article;
(2) the Goods are found to be contraband or prohibited by any law or regulation applicable or by any competent authority;
(3) the Goods received in compliance with subparts (A), (B), or (C) above have become dangerous or is likely to become dangerous, even if not dangerous when received by the Carrier; or
(4) any other Goods received under any other article of this Bill of Lading has become or is likely to become dangerous. The Carrier shall not be liable for, and the Merchant shall indemnify and defend and hold the Carrier harmless from or against, any death of or injuries to persons or loss of or damage to the Vessel, cargo or other property which may arise from the dangerous nature of the Goods as well as any loss, damage, or liability including loss of freight, and any other expense directly or indirectly arising out of the custody or carriage of such Goods.
(E) In pursuance of the provisions of the U.S. Anti Drug Abuse Act 1986, or any re-enactment thereof, the Carrier warrants that they will exercise the highest degree of care and diligence in preventing unmanifested narcotic drugs and marijuana being loaded or concealed on board the Vessel. The Merchant shall remain responsible for and indemnify the Carrier against all time lost and all expenses incurred, including fines, in the event that unmanifested narcotic drugs and marijuana etc. are found in the possession or effects of cargo or package.
The Carrier shall not be liable for loss of or damage to or in connection with precious metals or stones, chemicals, jewelry, currency, writings, negotiable instruments, securities, documents, works of art, heirlooms, or any other valuable Goods, including Goods having particular value only for the Merchant, unless:
(1) the Merchant has declared the nature and value of the Goods in writing before receipt of the Goods by the Carrier,
(2) the nature and value of the Goods have been inserted on the face of this Bill of Lading, and
(3) additional freight has been paid as required.
With respect to the custody and carriage of live animals and plants, all risks of loss or damage from perils inherent in or incident to such carriage shall be borne by the Merchant, and the Carrier shall not be liable for loss of or damage to such Goods unless the Merchant proves that the damage resulted from an act or omission of the Carrier done with intent to cause damage, or recklessly and with knowledge that damage would probably result, and have the full benefit of all the applicable provisions in this Bill of Lading and other rules and laws incorporated therein. The Merchant shall indemnify the Carrier against any loss, damage, liability and/or extra expenses resulting from such carriage
(A) Freight may be calculated on the basis of the description of particulars furnished by the Merchant. The accuracy of such description of particulars shall be deemed to have been guaranteed by Merchant to the Carrier at the time of the Carrier’s receipt of the Goods. However, for purpose of ascertaining the actual particulars the Carrier reserves rights to open the container or package at any time and at the risk and expense of the Merchant. In case of discrepancy found, the Merchant shall be liable to the Carrier for the aggregation of the following:
(1) the balance of freight between the freight charged and the correct freight,
(2) expenses incurred in determining the correct particular, and
(3) as liquidated and ascertained damages, an additional sum equal to the correct freight.
(B) Full freight shall be completely earned upon receipt of the Goods by the Carrier whether the freight is stated or intended to be prepaid or to be collected at destination. The Carrier shall be entitled to all freight and other charges due hereunder in full and in cash without any offset or deduction, whether actually paid or not, and to receive and retain such freight and charges regardless of whether the Vessel or the Goods be lost, or whether the Carrier takes any of the liberties allowed in this Bill of Lading. Full freight shall be paid on damaged or unsound Goods.
(C) Goods received by the Carrier cannot be taken away or disposed of by the Merchant except upon the Carrier’s consent and after payment of full freight and charges due under this Bill of Lading.
(D) If the Goods are not available when the Vessel is ready to load, dead freight shall be paid by the Merchant.
(E) The Merchant shall be liable for and shall indemnify the Carrier against:
(1) all duties, taxes, consular fees, and other charges levied on the Goods,
(2) all fines, damages, and losses sustained by the Carrier in connection with the Goods, including the Merchant’s failure to comply with laws and regulations of any public authority in connection with the Goods or failure to procure consular, board of health or other certificates to accompany the Goods,
(3) return freight and charges on any Goods refused exportation or importation by any public authority, and
(4) any additional war risks premium arising from the Vessel’s call at the named discharge port herein which additional premium shall constitute a charge due hereunder against the Goods pursuant to this Article.
(F) If in the Carrier’s opinion the Goods are in need of sorting, inspecting, mending, repairing, or reconditioning, or otherwise require protecting or caring for, the Carrier at its discretion may, by itself or through Subcontractors, and as agent for the Merchant, carry out such work at the risk and expense of the Merchant.
(G) Any party performing forwarding services with respect to the Goods shall be considered to be the agent of the Merchant exclusively, and any payment of freight or charges to such party shall not be considered to be payment to the Carrier.
(H) The Merchant shall be liable for the Carrier’s attorney fees, expenses and costs to collect any freight or charges under this Article.
(I) If due to any hindrance, risk, delay, difficulty or disadvantage of whatsoever kind the Carrier has failed or is likely to fail to complete the performance under the terms of this Bill of Lading, the Merchant shall indemnify the Carrier of all damages therefor, including but not limited to detention of the vessel at the port as well as all additional related expenses or charges.
(J) Each Merchant shall be jointly or severally liable to the Carrier for payment of all freight, demurrage, damages for detention and any other sums whatsoever herein.
(K) If there is any other agreement or freight engagement to the contrary of any provision of this Bill of Lading, in addition to such agreement or engagement, the terms of Bill of Lading shall govern the relations between the Carrier and the Merchant. If there is any conflict between such agreement or freight engagement and this Bill of Lading, the terms of this Bill of Lading shall prevail.
(A) The Carrier shall have a lien on the Goods, which lien shall survive delivery of the Goods, for all freight, dead freight, demurrage, damages for detention, general average contributions, stevedoring charges, storage, container per diem expenses and any other sums (including costs and attorney fees for recovering the sums) whatsoever chargeable to the Merchant under this Bill of Lading, the charter party described on the face of Bill of Lading and any other preliminary contract for custody or carriage of the Goods. The Carrier may foreclose the lien by selling the Goods, without notice to the Merchant, privately or by public auction. If the sale proceeds of the Goods fail to cover the amount due and the costs and fees incurred, the Carrier shall be entitled to recover the deficit from the Merchant.
(B) If the Goods are not claimed within 30 days from the Vessel’s arrival at the Port of Discharge or the Place of Delivery, or whenever in the Carrier’s opinion the Goods will deteriorate or depreciate, the Carrier may at its discretion exercise its lien or sell, abandon or otherwise dispose of such Goods at the risk and expense of the Merchant without any legal liability of the Carrier.
The Carrier shall not be liable, in contract or in tort, for any loss of or damage to the Goods arising or resulting from fire, whether the Goods are on board the Vessel or not, unless it is caused by the actual fault or privity of the Carrier.
(A) General Average shall be adjusted, stated, and settled at the port or place at the Carrier’s option and according to the York-Antwerp Rules, 1994 in the currency selected by the General Average Adjuster, who shall be appointed by the Carrier and prepare the Statement for all parties. All parties to this Bill of Lading shall agree to be bound to the Statement and agree that General Average Adjuster or the Carrier may exercise a lien against the Goods for the General Average and Salvage.
(B) In the event of accident, danger, damage, or disaster before or after commencement of the voyage, resulting from any cause, whether due to negligence or not, for which or for the consequences of which the Carrier is not responsible by statute, contract, or otherwise, the Goods and the Merchant shall jointly and severally contribute with the Carrier in general average to the payment of any sacrifices, loss, or expenses of a General Average nature that may be or incurred, and shall pay salvage and special charges incurred in respect of the Goods. If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully and in the same manner as if such salving ship belonged to strangers.
(C) Before delivery of the Goods, the Merchant shall furnish the Carrier with Average Guarantee, Bond and cash deposit as the Carrier deems sufficient to cover the estimated contribution of the Goods and any salvage and special charges thereon, and any other additional securities required by the Carrier. The Merchant shall reimburse the Carrier for any special charges or expenditure not foreseen or not compensable in General Average.
If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, crew, pilot or agent of the Vessel or the Carrier in the navigation or in the management of the Vessel, the Merchant shall indemnify the Carrier against all loss or liability incurred directly or indirectly to the other ship or her owners or operators insofar as such loss or liability represents loss of or damage to the Goods or any claim whatsoever paid or payable to the Merchant by the other ship or her owners or operators and set-off, recouped, or recovered by the other ship or her owners or operators as part of their claim against the Vessel or the Carrier. The foregoing provisions shall also apply where the owners, operators, or those in charge of any ship or objects are at fault in respect of a collision, contact, stranding, or other accident.
(A) Unless notice of loss of or damage to the Goods and the general nature of such loss or damage is given in writing to the Carrier at the Port of Discharge or the Place of Delivery before or at the time of delivery of the Goods or, if the loss or damage is not apparent, within 3 days after delivery, the Goods shall be deemed to have been delivered in compliance with the descriptions on the face of this Bill of Lading.
(B) The Carrier shall be released and discharged from all liability in respect of the Goods, including but not limited to liability for nondelivery, misdelivery, delay, loss, or damage, unless a suit is brought within one year after delivery of the Goods or the date when the Goods should have been delivered. A suit shall not be considered to have been “brought” within the time specified unless complaint shall have been served on and jurisdiction obtained over the Carrier within such time.
(A) Nothing in this Bill of Lading shall limit or deprive the Carrier of any exemption from liability, limitation of liability or statutory protection authorized by the applicable laws, statutes, or regulations of any country.
(B) The defenses and limits of liability provided in or incorporated by this Bill of Lading, governing law and the relevant charter party shall apply in any action against the Carrier, whether the action is founded in contract, in tort or otherwise.
(C) Subject to subpart (D) below, for the purpose of determining the extent of the Carrier’s liability for loss of or damage to the Goods, the Merchant agrees that the sound value of the Goods is the Merchant’s net invoice cost, plus freight and insurance premium, if paid. The Carrier shall not be liable for any loss of profit or any consequential loss.
(D) If the Carrier is found liable for any loss or damage to or in connection with the Goods:
(1) Neither the Carrier nor the Vessel shall be liable for loss or damage in an amount exceeding the minimum allowable limit per package or unit or per gross weight in the applicable version of the Hague Visby Rules.
(2) When the U.S. COGSA applies, the Carrier shall be liable for U.S. $500 per package or, in case of Goods not shipped in packages, per customary freight unit. Each unpackaged vehicle or other piece of unpackaged cargo, on which freight is calculated, constitutes one customary freight unit.
(3) Where the Goods have been packed into a container or unitized into a similar article of transport by or on behalf of the Merchant, it is expressly agreed that the number of such containers or similar articles of transport shall be considered to be the number of packages or units for the purpose of the application of the limitation of liability as provided above.
(4) Despite the preceding paragraphs (1), (2) and (3), if the value (and the nature) of the Goods higher than the amount above has been declared in writing by the Merchant before receipt of the Goods by the Carrier and inserted on the face of this Bill of Lading, and extra freight has been paid as required by the Carrier, the Carrier is liable up to the declared value at maximum in whatsoever case. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value. If the declared value has been knowingly and fraudulently misstated, the Carrier shall not be liable to pay any amount.
Any and all claims arising from or in connection with or relating to this Bill of Lading shall be exclusively governed by the law of Korea except otherwise provided in this Bill of Lading. Any and all action concerning custody or carriage under this Bill of Lading whether based on breach of contract, tort or otherwise shall be exclusively brought before the Seoul Central District Court in Korea.
All agreement or freight engagements for the shipment of the Goods are superseded by this Bill of Lading.
The terms of this Bill of Lading are severable, and if any part of terms is declared invalid or unenforceable, the validity or enforceability of any other part of term shall not be affected.